Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-21

Kingsway (KWY)

CEO John Fitzgerald was paid $637,802 in fiscal year 2025, ↑ up 0.1% from fiscal year 2024 (SEC filing 0001174947-26-000457 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$637,802 ↑
John Fitzgerald total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
87.37%
Say-on-pay support, latest vote

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KWY's next annual pay disclosure, estimated April 3, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
John Fitzgerald$600,000—————$37,802$637,802
President & Chief Executive Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
John Fitzgerald$637,802$637,250$610,192↑ +552

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against KWY

The list of companies that name KWY as a peer is temporarily unavailable — recheck shortly.

01b

Executives — the chief executive

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
John FitzgeraldCEO$637,802
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Adam J. PatinkinIndependent Director$60,000
Charles FrischerFormer director (through FY2025)$30,770
Corissa B. PorcelliIndependent Director$80,000
Douglas LevineIndependent Director$80,000
Gregory P. HannonIndependent Director$120,000
Joseph D. StilwellIndependent Director$80,000
Joshua S. HorowitzIndependent Director$60,000
Terence M. KavanaghChair of the Board$120,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
John FitzgeraldPSU400,000—$5,380,000
HansenPSU20,921—281,383
05

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policy—
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1813,053,9971,887,5628,95787.37%Passed
20252025-05-1914,336,882232,63522,37698.4%Passed
20242024-05-2017,709,296831,27416,21895.52%Passed
20232023-05-1616,191,60653,73520,41799.67%Passed
20222022-05-1715,188,2901,336,48811,92891.91%Passed
20212021-05-2813,733,050132,86515,61499.04%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1887.37%a
20252025-05-1998.4%b
20242024-05-2095.52%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Terence M. KavanaghIndependent · Board Chair · Investment · Compensation$120,000———$0$120,000
Gregory P. HannonIndependent · Audit (Chair) · Nominating and Corporate Governance (Chair)120,000———0120,000
Joseph D. StilwellIndependent · Nominating and Corporate Governance · Compensation (Chair)80,000———080,000
Douglas LevineIndependent · Investment80,000———080,000
Corissa B. PorcelliIndependent80,000———080,000
Adam J. PatinkinIndependent · Newly elected60,000———060,000
Joshua S. HorowitzIndependent · Newly elected60,000———060,000
Charles FrischerIndependent · Departed during FY30,770———030,770
09

Board fee structure and ownership guideline

Annual cash retainer$80,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)40,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$630,770
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$630,770

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Kingsway2025John Fitzgerald$600,000———$637,802

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Kingsway in fiscal 2025?
As disclosed, John Fitzgerald (President & Chief Executive Officer) was the highest-paid executive at Kingsway in fiscal 2025, with total compensation of $637,802.
How did shareholders vote on Kingsway's executive compensation?
As disclosed, 87.37% of shareholders supported Kingsway's executive compensation in the latest say-on-pay vote.
How much does Kingsway spend in total on board compensation for fiscal 2025?
As disclosed, Kingsway reported total board compensation of $630,770 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, John FitzgeraldDEF 14A2026-04-060001174947-26-000457Section “2025 Summary Compensation Table” · page 25. As printed: 637,802. Filing ↗
2Section 07, pay ratio10-K2026-03-120001437749-26-007961Section “CEO Pay Ratio”. As printed: —. Filing ↗
3Section 08, Terence M. KavanaghDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 120,000. Filing ↗machine: span 309420–309464
4Section 08, Gregory P. HannonDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 120,000. Filing ↗machine: span 310479–310523
5Section 08, Joseph D. StilwellDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 80,000. Filing ↗machine: span 314764–314807
6Section 08, Douglas LevineDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 80,000. Filing ↗machine: span 312647–312690
7Section 08, Corissa B. PorcelliDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 80,000. Filing ↗machine: span 313706–313749
8Section 08, Adam J. PatinkinDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 60,000. Filing ↗machine: span 308361–308404
9Section 08, Joshua S. HorowitzDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 60,000. Filing ↗machine: span 311593–311636
10Section 08, Charles FrischerDEF 14A2026-04-060001174947-26-000457Section “Director Compensation”. As printed: 30,770. Filing ↗machine: span 315874–315917
11Section 06, 2026 voteForm 8-K2026-05-210001437749-26-018057Item 5.07 · say-on-pay result. As reported: 87.37% (votes for as printed: 13,053,997). Filing ↗
12Section 06, 2025 voteForm 8-K2025-05-210001437749-25-017984Item 5.07 · say-on-pay result. As reported: 98.4% (votes for as printed: 14,336,882). Filing ↗
13Section 06, 2024 voteForm 8-K2024-05-210001437749-24-017819Item 5.07 · say-on-pay result. As reported: 95.52% (votes for as printed: 17,709,296). Filing ↗
14Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
15Section 09b board cost (computed)Computed——Cash 630,770 + equity 0 + all other 0 = 630,770, summed across the director compensation table rows.machine: formula: Σ = 630,770
16Kingsway (subject), Section 10b CEO totalDEF 14A2026-04-060001174947-26-000457CEO total compensation as printed in Kingsway's own proxy. As printed: 637,802. Filing ↗

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